&lt;DESCRIPTION&gt;AGREEMENT AND PLAN OF MERGER
&lt;TEXT&gt;
AGREEMENT AND PLAN OF MERGER
by and among
ICOA, INC.,
ICOA PUBLIC SERVICES, INC.
and
LINKSPOT NETWORKS, INC.
Dated as of July , 2005
&lt;PAGE&gt;
AGREEMENT AND PLAN . . .

&lt;DESCRIPTION&gt;CODE OF BUSINESS CONDUCT AND ETHICS
&lt;TEXT&gt;
CODE OF BUSINESS CONDUCT AND ETHICS
for
ICOA, Inc.
Introduction
ICOA, Inc. (the "Company") is committed to the highest standards of legal
and ethical conduct. This Code of Business Conduct and Ethics (the "Code") sets
forth the Company's policies with respect to the way we conduct ourselves
individually . . .

CODE OF BUSINESS CONDUCT AND ETHICS
for
ICOA, Inc.
Introduction
ICOA, Inc. (the "Company") is committed to the highest standards of
legal and ethical conduct. This Code of Business Conduct and Ethics (the "Code")
sets forth the Company's policies with respect to the way we conduct ourselves
individually and operate our business. The provisions of this Code are designed
to deter wrongdoing and to promote honest and ethical conduct among our
employees, . . .

&lt;DESCRIPTION&gt;ESCROW AGREEMENT
&lt;TEXT&gt;
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
March 19, 2004 ICOA, INC., a Nevada corporation (the "Company"); the Buyer(s)
listed on the Securities Purchase Agreement, dated the date hereof (the
"Investor(s)"), and BUTLER GONZALEZ, LLP, as Escrow Agent hereunder (the "Escrow
Agent").
BACKGROUND
. . .